Behind The Lines

August 26, 1991|By Timothy J. Mullaney

An office view isn't a window into every man's soul, but then every man isn't Ed Hale. A peek out his window tells you a lot about him -- and about the proxy fight for Baltimore Bancorp, this city's biggest, nastiest corporate showdown of 1991.

From his modest Canton office, Mr. Hale ignores the downtown skyline. Instead, he points to a nondescript building, noting that he helped build its roof before he joined the Air Force. That's Ed Hale: the 44-year-old shipping company and Baltimore Blast owner recalling that he started out as a nobody. He adds with a chuckle that women love that success story.

His remarks show why his proxy fight has confused so many people. For everyone who hears the story of the roofing job and decides Mr. Hale is a good guy who has counted his blessings, someone else says he's bragging, daring anyone else to come as far as he has -- and throwing in a wisecrack to boot.

Edwin F. Hale Sr. and his backers knocked off six incumbent Baltimore Bancorp directors in May, and in the aftermath, the remaining directors forced the retirement of Chief Executive Harry L. Robinson. Shareholder voting closes Thursday on a proposal to expand the company's board to 28 members, which would allow Mr. Hale's slate to fill the new seats and put him in control of the Bank of Baltimore's parent company.

Still, people wonder about his motivation. Does he want to make a score, or just settle one?

Actually, it's about pride. Not far from Ed Hale's mind is the idea that despite his standing in the community, establishment businessmen -- especially bankers -- look down on him and other wisecracking, tail-busting entrepreneurs.

"I don't care about money; I care about respect," he says. "That's what it's about. In their heart of hearts, these guys who were born on third base and think they hit a triple, they hate you and they hate me, because we've done something they haven't done."

Steady, but dowdy

There were lots of people gunning for Baltimore Bancorp before Ed Hale.

It was partly about money. The Bank of Baltimore has never been a glamour bank. It never attracted many commercial deposits, rarely competed to finance major downtown office buildings and was outperformed by most rivals from the time it went public in 1984. The Bank of Baltimore was steady, but dowdy.

Its reputation reflected that of Mr. Robinson, now 62. Harry Robinson, born in Waverly and a lifelong Baltimorean, is an affable, gracious man who lives modestly. He worked for the same company from high school until retirement, making his way up from junior clerk to CEO, getting an MBA in night school and raising a family along the way.

Some stockholders resented Mr. Robinson's curt rejection of last year's $17-a-share takeover proposal from First Maryland Bancorp. Baltimore Bancorp executives wouldn't even meet with First Maryland to discuss the proposal.

But the story of the fight for Baltimore Bancorp goes beyond money. Mr. Robinson's downfall -- and the possibility that Mr. Hale will gain control of the bank -- were sparked by an inattentive management. Ask around about Baltimore Bancorp, and people complain about unreturned phone calls, refused requests for meetings and the overall cold shoulder they thought the company gave its shareholders.

It had happened for years, yet Mr. Robinson and other bank executives didn't realize the offense they had given and didn't wake up until it was almost too late.

"I couldn't talk to everyone who wanted me to call," Mr. Robinson says. "The nature of running a $3.5 billion company doesn't allow it."

One telling example: the company's handling of a shareholder named Richard A. Larkin, and how they treated his widow, Barbara, and son after Mr. Larkin died last Dec. 30.

Both R. Andrew "Drew" Larkin Jr. and his parents owned company stock -- a total of more than 30,000 shares. And they felt the company had tried to bury their proposal for an advisory board that could press shareholder concerns to the directors.

The company tried to get the U.S. Securities and Exchange Commission's permission to keep the resolution from coming to a shareholder vote at this May's annual meeting. The SEC said no. Then management failed to give Barbara Lakin, the resolution's sponsor, a look at its proxy statement before it was mailed to shareholders who would vote on the proposal. The law says you have to do that; the company later admitted its mistake and settled a lawsuit brought by Mrs. Larkin.

"There was a groundswell of people" who were angry, says the younger Mr. Larkin, 38. "I had the energy but not the money [to launch a proxy fight of his own]. I used to get phone calls from a lot of people, and I used to say, 'Maybe this is the one from Mr. Deep Pockets.' "

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